BROOKER ANNUAL REPORT 2012

The Brooker Group Public Co Ltd Annual Report 2012
1. Appointment of the Board of Directors
The Board of Directors shall be appointed by the Annual General Meeting of Shareholders to
conduct the business of the Company, under the supervision of the Annual General Meeting of
Shareholders and in accordance with the Company's Articles of Association. In case where the
post of a director becomes vacant, the Nominating Committee may select a replacement.
A director does not have to be a shareholder of the Company and there is no specified age limit
for becoming a Director.
Directors shall not be personally liable for the conduct of the Company‘s business unless such
conduct is based on any remiss to take action or intentional mismanagement or fraud.
The Board of Directors shall consist of at least five but not more than eleven directors. Not less
than a half of the directors shall have their domicile in the Kingdom of Thailand.
The Directors shall be responsible for electing the Chairman of the Board of Directors.
2. The Rights of Shareholders to Appointment Directors
(a) Each shareholder shall have one vote for one share.
(b) Each shareholder must cast all his votes as specified in (a) to elect a candidate or several
candidates as directors.
(c) The candidates receiving the largest numbers of votes shall be elected to the Board until the
vacancies are filled. In the event that two or more persons receive the same number of votes,
and resulting in the total number of persons elected exceeding the number of vacancies, the
Chairman of the meeting shall have the casting vote.
Should two candidates have the same number of votes, the Chairman of the meeting shall cast
the deciding vote.
3. Selection of Directors and Independent Directors
Candidates to serve as directors, including independent directors, on the Board will be reviewed by
the Nominating Committee before being nominated for the consideration of the Board of Directors.
Guidelines and criteria of the Nominating Committee are as follows:
(a) Qualified and not possessing any of the prohibited characteristics stipulated by the Articles of
Association of the Company, the Public Company Limited Act and the Securities and Exchange
Act.
(2) An expert from many differing backgrounds with knowledge, capabilities and experience that
will make a significant contribution to the Company and possessing leadership, broad vision,
ethical judgment, transparent career profile and ability to express opinions independently.
Apart from the above-mentioned guidelines and criteria for selection of Directors, the Independent
Directors must possess all the qualifications stipulated by the Stock Exchange of Thailand (SET)
and the Securities and Exchange Commission (SEC), including:
(a) holding shares not exceeding one per cent of the total number of shares with voting rights of
the company, its parent company, subsidiary company, associate company, major shareholder
or controlling person, including shares held by related persons of such independent director;
(b) neither being nor used to be an executive director, employee, staff, advisor who receives
salary, or controlling person of the company, its parent company, subsidiary company,
associate company, same-level subsidiary company, major shareholder or controlling person,
unless the foregoing status has ended not less than two years. Such prohibited characteristic
shall not include the case where the independent director used to be a government official or
advisor of a government unit which is a major shareholder or controlling person of the
company;
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